SEC NEWS DIGEST Issue 2003-202 October 23, 2003 COMMISSION ANNOUNCEMENTS SEC PROPOSES FUND SUBADVISER AND SHORT SALE RULES; ADOPTS CHANGES TO RULE 10b- 18 On October 22, the Securities and Exchange Commission voted to propose a new rule and rule amendments concerning shareholder approval of subadvisory arrangements at investment companies; to amend Rule 10b-18 and related disclosure regulations; to propose new rules and rule amendments and issue an interpretive release dealing with regulation of short sales. The Commission decided to propose new Rule 15a-5 under the Investment Company Act and amendments to Form N-1A under the Securities Act of 1933 and the Investment Company Act. The amendments would allow an investment adviser to serve as a subadviser to an investment company (fund) without shareholder approval, under certain conditions. The Investment Company Act prohibits an investment adviser from serving a fund unless the fund's shareholders have voted to approve the adviser. In the past ten years, many funds have begun to operate as "manager of managers" funds, in which the principal investment adviser does not directly manage the fund's portfolio investments, but instead hires and supervises other investment advisers (i.e., subadvisers) to manage the fund's investments. In a manager of managers fund, the principal adviser changes subadvisers based on their performance, much as a fund's investment adviser changes its portfolio manager employees based on their performance. The ability to hire and fire subadvisers without the delay and expense of a shareholder vote benefits shareholders by allowing the fund to quickly terminate a poorly performing subadviser and hire another. Therefore, the Commission has issued exemptive orders to funds that have sought to operate in this way, and the proposed amendments would make this relief available to all manager of managers funds. The rule amendments the Commission is proposing would exempt funds from the shareholder vote requirement if * hiring the subadviser would not increase management fees paid by shareholders; * the subadviser has an arm's length relationship with the principal adviser (i.e., it is not affiliated, except that a wholly-owned subsidiary of the principal adviser can be replaced by another wholly-owned subsidiary); * shareholders of the fund have authorized the fund to operate as a "manager of managers" fund; and * within 90 days after hiring a new subadviser, the fund notifies shareholders of the change. A manager of managers fund would also be required to disclose in its prospectus that the principal adviser can retain and discharge subadvisers without shareholder approval, subject to board approval. Comments on the proposed rule amendments will be due by Jan. 8, 2004. The Commission also voted to adopt amendments to Rule 10b-18 under the Securities Exchange Act of 1934. Rule 10b-18 provides issuers with a safe harbor from liability for manipulation if they repurchase their common stock in the open market in accordance with the rule's manner, time, price, and volume conditions. The amendments will update the rule's provisions to reflect market developments since the rule's adoption including * easing the timing condition to allow issuers that meet an average daily trading volume and public float test to stay in the market longer and qualify for the safe harbor; * extending the safe harbor to certain after-hours repurchases; * amending the pricing condition to apply a uniform price limit for all issuers; * increasing the volume limitation to 100% of average daily trading volume following a market-wide suspension; * modifying the block exception to include block repurchases in applying the 25% average daily trading volume limitation, or alternatively, to purchase one block per week; and * stating the scope of safe harbor eligibility with respect to mergers, acquisitions and similar transactions. To enhance the transparency of issuer repurchases, the Commission voted to adopt amendments to Regulations S-K and S-B, Exchange Act Forms 10-Q, 10-K, 10-QSB, 10-KSB, 20-F, and Form N-CSR under the Exchange Act and Investment Company Act of 1940 to require periodic disclosure of all issuer repurchases of equity securities, regardless of whether the repurchases are effected in accordance with Rule 10b-18. The amendments will require issuers to disclose, among other things, the total number of shares repurchased, the average price paid per share, and the number of shares repurchased as part of a publicly announced plan or program. These provisions will be effective 30 days after publication in the Federal Register. Finally, the Commission voted to propose new short sale regulation under Regulation SHO, which would modernize and replace Rules 3b-3, 10a-1, and 10a-2 under the Exchange Act. Regulation SHO would include the following. * A uniform short sale price test, Rule 201, applicable to exchange-listed and Nasdaq NMS securities, wherever traded, that would restrict all short sales to a price above the consolidated best bid o Proposed Rule 201 would incorporate some exceptions in current Rule 10a- 1, and include additional exceptions to address situations involving locked and crossed markets, short sales executed at a volume weighted average price, broker-dealer executions of customer "long" sales on a riskless principal basis, and short sales by broker-dealers to fill customer limit buy orders as required by the federal securities laws or rules of the self-regulatory organizations. * A temporary Rule 202(T) that would suspend, on a two-year pilot basis, the operation of the proposed bid test of Rule 201 for a select group of liquid securities * New "locate" and delivery requirements under proposed Rule 203 to address abusive so-called naked short selling o Rule 203 would incorporate provisions of the existing SRO "locate" rules into a uniform Commission rule applicable to all equity securities, wherever they are traded. o Rule 203 would also impose additional requirements on securities that have a substantial amount of failures to deliver. * Rule 200 of Regulation SHO, which would define the term "short sale" to allow multi-service broker-dealers to aggregate their positions by separate trading units; and modify the definition of ownership of a security to address security futures products and unconditional contracts to purchase securities The Commission also voted to * propose amendments to Rule 105 of Regulation M (short selling prior to a public offering) to eliminate the shelf offering exception; and * issue an interpretive release providing all market participants with guidance regarding the use of "married put" transactions when aggregating positions under current Rule 3b-3 for determining compliance with current Rule 10a-1 and Rule 105 of Regulation M. A "married put" is the purchase of an option to sell (i.e., a put option) a certain number of securities at a particular price by a specified time, bought contemporaneously with the same number of underlying securities. The Commission will solicit comment on the proposals for a period of 60 days following their publication in the Federal Register. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-140) RULES AND RELATED MATTERS EXEMPTION FROM SHAREHOLDER APPROVAL FOR CERTAIN SUBADVISORY CONTRACTS The Commission proposed for comment new rule 15a-5 under the Investment Company Act of 1940 and amendments to Form N-1A. The amendments would allow an investment adviser to serve as a subadviser to a "manager of managers" fund without shareholder approval under certain conditions. Many funds have begun to operate as manager of managers funds, in which the principal investment adviser hires and supervises other investment advisers (i.e., subadvisers) to manage the fund's investments. The principal adviser changes subadvisers based on their performance, much as a fund's investment adviser changes its portfolio manager employees based on their performance. The ability to hire and fire subadvisers without the delay of a shareholder vote benefits shareholders by allowing the fund to quickly terminate a poorly performing subadviser and hire another. The rule amendments the Commission is proposing would exempt funds from the shareholder vote requirement if: * Hiring the subadviser would not increase management fees paid by shareholders; * The subadviser has an arm's length relationship with the principal adviser (i.e., it is not affiliated, except that a wholly-owned subsidiary of the principal adviser can be replaced by another wholly-owned subsidiary); * Shareholders of the fund have authorized the fund to operate as a "manager of managers" fund; and * Within 90 days after hiring a new subadviser, the fund notifies shareholders of the change. A manager of managers fund also must disclose in its prospectus that the principal adviser can retain and discharge subadvisers without shareholder approval, subject to board approval. Comments on the proposed rule and amendments are due by Jan. 8, 2004. (Rels. 33-8312; 34-48683; IC-26230) ENFORCEMENT PROCEEDINGS INITIAL DECISION AS TO EDGAR ALACAN An Administrative Law Judge has issued an Initial Decision imposing sanctions on Edgar B. Alacan for violating the antifraud provisions of the federal securities laws in Administrative Proceeding No. 3-10765, J.W. Barclay & Co., Inc. The Initial Decision finds that Alacan, a resident of Staten Island, New York, failed to follow customers' instructions and engaged in unauthorized trading, unsuitable trading, and churning from June 1997 through December 1998. At the time of the misconduct, Alacan was associated with J.W. Barclay & Co., Inc., a registered broker and dealer. The Initial Decision concludes that Alacan violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Exchange Act Rule 10b- 5. The Initial Decision imposes a cease-and-desist order, bars Alacan from associating with any broker or dealer, orders Alacan to disgorge $9,768.16 in ill-gotten gains plus $4,645.77 in prejudgment interest, and assesses a civil penalty of $110,000. (Initial Decision No. 239; File No. 3-10765) FORMER CAO OF VANTAGEMED CORPORATION, ANNE LONG, SUSPENDED FROM APPEARING OR PRACTICING BEFORE THE SEC FOR HER ROLE IN WITHHOLDING MATERIAL INFORMATION FROM AUDITORS On October 22, the Commission instituted, and simultaneously settled, an administrative proceeding against Anne H. Long (Long), former Chief Accounting Officer of VantageMed Corporation (VantageMed or Company). Without admitting or denying the Commission's allegations, Long consented to the entry of the Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order), suspending her from appearing or practicing before the Commission as an accountant, with a right to request reinstatement after a period of two years. The Order finds that Long, pursuant to a separately filed district court action, was permanently enjoined from violating Section 13(b)(5) of the Securities Exchange Act of 1934 and Rules 13b-1 and 13b2-2 thereunder and from aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-13, and was ordered to pay $35,000 in civil penalties. The Commission's complaint in the separate district court action alleges that Long failed to disclose material information regarding VantageMed's sale of a business line to VantageMed's independent auditors that resulted in inaccurate books and records, and VantageMed's filing a materially false financial statement in the Company's Form 10-Q for the quarter ended September 30, 2001. The complaint alleged that Long's actions materially understated VantageMed's operating costs and expenses, its net loss, and its diluted net loss per share for the quarter ended September 30, 2001 in a departure from generally accepted accounting principles. (Rel. 34-48679; AAE Rel. 1905; File No. 3- 11306) SEC CHARGES INTERNET STOCK PROMOTERS AND PUBLIC COMPANIES WITH PARTICIPATING IN UNREGISTERED DISTRIBUTIONS OF SECURITIES The Commission today instituted seven administrative proceedings against 31 public companies, stock promoters, and related individuals in a crackdown on unregistered stock distribution schemes. The actions challenged a common abuse in which small cap companies hire Internet stock promoters, compensating them with supposedly "free trading" stock that the promoters sell after their promotion has pumped up the stock price and trading volume. Rather than registering the shares issued to the promoters, which would provide meaningful information to investors and allow Commission review of the companies' disclosures, the companies named in the actions found circuitous means of delivering stock to the promoters in order to avoid registration. As a result, the promoters were able to unload hundreds of thousands of shares of stock on the investing public without the disclosures and oversight provided by the federal registration provisions. Case 1: Issuers Promoted on the EquityAlert.com Website The Commission instituted administrative proceedings against Vancouver, British Columbia-based Internet stock promoter EquityAlert.com, Inc. and its parent, Innotech Corporation, (collectively "Equity Alert"), Equity Alert's principals, Harmel S. Rayat ("Rayat") and Bhupinder ("Bill") S. Mann ("Mann"), and two public companies, T&G2, Inc. ("T&G") and Virilitec Industries, Inc. ("Virilitec"). Each of these respondents settled the proceedings without admitting or denying the findings in the Commission's Order. The Commission's Order found that Equity Alert was hired to advertise T&G's predecessor, International Mercantile Corporation ("International Mercantile"), and Virilitec to subscribers of Equity Alert's stock promotion website. Equity Alert was paid with stock of the companies, given to Equity Alert by persons directly or indirectly controlling or controlled by the issuers, or under direct or indirect common control with the issuers. Then, after promoting the companies, Equity Alert improperly sold the stock on the open market for $171,370. According to the Commission's Order, Equity Alert was hired to promote International Mercantile, the predecessor of T&G (now a Bernardsville, New Jersey developer of fingerprint scanning technology and electronic gaming devices), in exchange for $49,500 in cash and/or unrestricted International Mercantile shares. The individual who hired Equity Alert was also entering into a merger agreement under which a company of which he was president would merge into International Mercantile, and he would assume the title of president of the post-merger company, T&G. The individual arranged for a private company he controlled to provide Equity Alert with a convertible note that was exercisable into International Mercantile stock. The Commission's Order finds that Equity Alert e-mailed its subscribers a news alert advertising International Mercantile as the newest of the "red hot" biometric companies whose share prices had risen following September 11, 2001. In the two days that followed the dissemination of the e-mail, International Mercantile's stock price rose 31 percent, from $1.13 to $1.48, on volume that was 16,000 percent higher than the average daily trading volume of the stock during the preceding six months. The day after Equity Alert sent the e-mail news alert, it sold its International Mercantile stock for $132,500. The Commission's Order also finds that Equity Alert was hired to promote another small cap company, Virilitec, a Brooklyn, New York developer of nutritional supplements purportedly designed to enhance human male sperm count and sexual virility. The husband of Virilitec's president and chairperson hired Equity Alert and arranged for a long-time Virilitec shareholder to transfer 40,000 Virilitec shares to Equity Alert. After Equity Alert disseminated a promotional e-mail regarding Virilitec, the average daily trading volume of Virilitec stock was over 3,000 percent higher than that of the preceding six months. In the days following the Virilitec promotional campaign, Equity Alert began selling the Virilitec shares, ultimately grossing $38,870. According to the Commission's Order, Equity Alert obtained the International Mercantile and Virilitec stock with a view to distributing the stock to the public from persons directly or indirectly controlling or controlled by the issuers, or under direct or indirect common control with the issuers. Therefore, the stock was restricted and Equity Alert was prevented from selling the stock to the public for one year. The transactions violated the registration provisions of the federal securities laws, which prohibit the offer or sale of securities unless a registration statement has been filed with the Commission or is in effect as to the securities. The Commission's Order found that EquityAlert.com, Inc., Innotech Corporation, Mann, Rayat, T&G, and Virilitec violated Sections 5(a) and 5(c) of the Securities Act of 1933, and ordered them to cease and desist from committing or causing any violations and any future violations of those provisions. The Commission's Order also ordered EquityAlert.com, Inc. and Innotech Corporation to disgorge $31,555.14, waiving payment of the remainder of its improper trading proceeds, based on the now-defunct entities' demonstration of its inability to make full payment. Case 2: Touting by Stock Promoters SmallCap Solutions, Inc., Research Investment Group, Inc., and IR Specialists, Inc. The Commission instituted administrative proceedings against Research Capital, LLC ("Research Capital"), a Florida venture capital company, and its principals, Craig L. Smith, III ("Smith") and R. Craig Hall ("Hall"), and Internet stock promoter Wayne H. Jenkins ("Jenkins") and his company, IR Specialists, Inc. ("IR Specialists), all of whom settled the proceedings without admitting or denying the findings in the Commission's Order. The Commission also instituted related administrative proceedings naming alleged stock promoters, Tyler T. Fleming ("Fleming"), SmallCap Solutions, Inc. ("SmallCap Solutions"), Complete Financial And Operations, LLC ("Complete Financial"), Scott H. Wilding ("Wilding"), and Research Investment Group, Inc. ("RIG"). According to the Commission's Orders, Research Capital hired stock promoters to tout a small cap issuer with which Research Capital was affiliated. Research Capital and its principals, Smith, of Osprey, Florida, and Hall, of Sarasota, Florida, owned approximately 18% of the issuer's outstanding shares, and had agreed to provide the issuer with $1 million in working capital. Research Capital hired stock promoter Wilding of Pembroke Pines, Florida, and his company, RIG, to promote the issuer on the Internet. In exchange, RIG received an option to purchase up to 4 million of the issuer's shares at one-third of the market price. Smith and Hall transferred 3,300,000 shares to Wilding pursuant to this option. The Commission's Orders allege that RIG subcontracted with two other stock promoters. The first, Fleming, a Las Vegas resident who promoted small cap companies through two corporate entities he heads, SmallCap Solutions and Complete Financial. The second promoter, Jenkins, of Hope, Rhode Island, promoted small cap companies through his company, IR Specialists. Fleming and Jenkins were paid with stock transferred from Smith. The Commission's Orders further allege that Fleming's and Jenkins' promotional campaigns coincided with several days of increased trading volume in the issuers stock, some days as much as 600% higher than the stock's historical trading volume. After the start of the campaign, the three stock promoters, Wilding, Fleming, and Jenkins sold the stock they received for over $130,000. According to the Commission's Orders, Wilding, Fleming, and Jenkins obtained the issuer's shares with a view to distributing the stock to the public, from persons directly or indirectly controlling or controlled by the issuer, or under direct or indirect common control with the issuer. Therefore, the stock was not exempt from registration, and the transactions violated the registration provisions of the federal securities laws, which prohibit the offer or sale of securities unless a registration statement has been filed with the Commission or is in effect as to the securities. According to one of the Commission's Orders, SmallCap Solutions and Fleming were hired by another publicly traded company to promote it in exchange for 30,000 of its unrestricted shares. The company's president directed a shareholder to transfer 30,000 shares to SmallCap Solutions to pay for the promotion. The company reimbursed the shareholder with 60,000 restricted shares of the company. Three days after SmallCap Solutions first touted the company on its website, the company's stock price rose 18 percent, from $1.0625 to $1.25, on volume that was 255 percent higher than the stock's historical average volume. SmallCap Solutions should the shares it received for $15,955. The Commission's Order alleges that SmallCap Solutions obtained the shares with a view to distributing them to the public from a person directly or indirectly controlling or controlled by the issuer, or under direct or indirect common control with the issuer. As a result, the shares were restricted and could not be sold to the public within a year after they were acquired by SmallCap Solutions. The transactions constituted an illegal distribution of securities. One of the Commission's Orders finds that Research Capital, Smith, Hall, IR Specialists, and Jenkins violated Sections 5(a) and 5(c) of the Securities Act, and orders them to cease and desist from committing or causing any violations and any future violations of those provisions. The Order also orders Jenkins and IR Specialists to disgorge $6,337.22, representing the amount they made from the illegal stock sales plus prejudgment interest. The other Order of the Commission alleges that RIG, Wilding, Fleming, SmallCap Solutions, and Complete Financial violated Sections 5(a) and 5(c) of the Securities Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations in the Order are true and, if so, whether RIG, Wilding, Fleming, SmallCap Solutions, and Complete Financial should be ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act, and whether they should be ordered to disgorge the proceeds of their conduct. Case 3: Promoters That Touted First Capital International, Inc. The Commission instituted another set of related administrative proceedings, one proceeding against a Houston-based public company, First Capital International, Inc. ("First Capital"), its president, Alexander Genin ("Genin"), and a former stock promoter, Edwin M. Koziol ("Koziol"). Each of these respondents settled the proceeding without admitting or denying the findings in the Order. In the related matter, the Commission instituted proceedings against OTC Live, Inc. ("OTC Live") and Mark A. Suleymanov ("Suleymanov"). According to the Commission's Orders, Genin hired a now-defunct stock promotion company (of which Orlando, Florida resident Koziol was president) and another promoter, OTC Live, based in Rego Park, New York, to promote First Capital on the Internet. To pay these promoters, Genin transferred to them a total of 64,500 First Capital shares from a brokerage account over which he held power of attorney. The Commission's Orders allege that OTC Live (whose president and founder, Suleymanov, also uses the surname "Suleman") began its promotional campaign by posting a research report recommending that investors purchase First Capital stock. In the four days that followed, First Capital's stock price rose 92 percent, from $0.13 to $0.25 per shares. OTC Live later sold the stock it had received from First Capital's president, Genin, for $3,285. About a month later, Koziol's company began its First Capital promotion. Koziol's company then sold the stock it had received from Genin. Koziol received approximately $3,300 as a result. One of the Commission's Order finds that Koziol's company obtained the First Capital stock with a view to distributing the stock to the public from a person directly or indirectly controlling or controlled by First Capital, or under direct or indirect common control with First Capital. Therefore, the stock was restricted and could not be sold to the public for one year. The Commission's Order found that First Capital, Genin, and Koziol violated Sections 5(a) and 5(c) of the Securities Act and orders them to cease and desist from committing or causing any violations and any future violations of those provisions. The Order also orders Koziol to disgorge $3,692.85, representing the amount he made from the illegal stock sales plus prejudgment interest. The other Order of the Commission alleges that OTC Live and Suleymanov also violated Sections 5(a) and 5(c) of the Securities Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations in the Order are true and, if so, whether OTC Live and Suleymanov should be ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act, and whether they should be ordered to disgorge the proceeds of their conduct. Case 4: Companies Touted by MicroCap Marketing, Inc., Lorsin, Inc., Russell Management, Inc. and Harold Engel, Jr. Finally, the Commission instituted two more related administrative proceedings, one proceeding against two publicly traded companies, Energy & Engine Technology Corporation ("Energy & Engine") of Plano, Texas and Houston-based ProActive Computer Services, Inc. ("ProActive"). Both of these respondents settled the proceeding without admitting or denying the findings in the Commission's Order. In the related matter, the Commission instituted proceedings against Lorsin, Inc., Loretta M. Lockhart ("Lockhart"), Craig K. Hjalmarson ("Hjalmarson"), Russell Management, Inc. ("Russell Management"), George R. Siembida ("Siembida"), Harold Engel, Jr. ("Engel"). MicroCap Marketing, Inc. ("MicroCap Marketing"), and Shane M. Nelson ("Nelson"). According to the Commission's Orders, Energy & Engine, which maintains a natural gas gathering system, hired former stock promoter Siembida, of Depew, New York, and his company, Russell Management, to promote Energy & Engine on the Internet. Energy & Engine paid Siembida in stock that was improperly registered pursuant to a Form S-8 Registration Statement. (Form S-8 registration is not available for stock issued as compensation for stock promotion services.) Siembida subcontracted with Engel, who operates a small cap stock promotion website, WillyWizard.com, to promote Energy & Engine. To compensate Engel, Siembida transferred some of the shares he received from Energy & Engine to Engel. The Commission's Orders allege that Engel, in turn, subcontracted with two other promoters, Hjalmarson and Nelson, to profile Energy & Engine on the Internet. Hjalmarson, of Kill Devil Hills, North Carolina, operates a website, GreedOrFear.com, through a corporation named Lorsin, which is headed by Lockhart, also of Kill Devil Hills. Nelson, of Bethany, Illinois, heads MicroCap Marketing, which promotes small cap companies on the Internet. Engel paid Hjalmarson and Nelson with a portion of the Energy & Engine shares he received from Siembida. The Commission's Orders further allege that Engel and Nelson touted Energy & Engine on their websites, and that Hjalmarson distributed Energy & Engine press releases over the Internet. The promotion coincided with a 68 percent rise in the price of Energy & Engine's stock, from $0.29 to $0.49 per share, and average daily trading volume that was over 600% higher that the stock's historical daily volume. Siembida, Engel, Hjalmarson, and Nelson sold the stock that they had received for a combined total of over $14,000. According to the Commission's Orders, Siembida obtained the Energy & Engine shares in an unregistered offering with a view to distributing the stock to the public, making him an underwriter in a distribution of Energy & Engine stock. By participating in this distribution, Energy & Engine, Russell Management, Siembida, Engel, Lorsin, Hjalmarson, Lockhart, MicroCap Marketing, and Nelson violated Sections 5(a) and 5(c) of the Securities Act. The Commission's Orders also allege that Nelson and MicroCap Marketing participated in a second illegal stock distribution with another small cap issuer, ProActive. ProActive, a computer services provider, hired Nelson and MicroCap Marketing to promote ProActive in exchange for a combination of restricted and purportedly unrestricted ProActive shares. ProActive arranged for a third-party shareholder to transfer 300,000 ProActive shares to Nelson's brokerage account. Nelson posted ProActive profiles on his websites and touted ProActive in his electronic newsletter. Nelson sold the ProActive shares he received from the third- party shortly after receiving them for $1,340.50. The Commission's Orders allege that Nelson obtained the ProActive shares with a view to distributing them to the public from a person directly or indirectly controlling or controlled by ProActive, or under direct or indirect common control with ProActive. Therefore, the stock was restricted and could not be sold to the public for one year. In the proceeding against Lorsin, Lockhart, Hjalmarson, Russell Management, Siembida, Engel, MicroCap Marketing, and Nelson, the Commission's Order alleges that another issuer, whose stock was traded on the OTC Bulletin Board, hired Lorsin to promote it on the Internet. To pay for the promotion, the issuer directed two shareholders to transfer a total of 30,000 of its shares to Lorsin. Following the launch of Lorsin's promotional campaign, Lorsin sold a portion of the stock it had received from the issuer for $1,249. According to the allegations in the Commission's Order, Lorsin obtained the issuer's shares with a view to distributing them to the public from a person directly or indirectly controlling or controlled by the issuer, or under direct or indirect common control with the issuer. Therefore, the stock was restricted and could not be sold to the public for one year. One of the Commission's Orders finds that Energy & Engine and ProActive violated Sections 5(a) and 5(c) of the Securities Act and orders them to cease and desist from committing or causing any violations and any future violations of those provisions. The other Order of the Commission alleges that Lorsin, Lockhart, Hjalmarson, Russell Management, Siembida, Engel, MicroCap Marketing, and Nelson violated Sections 5(a) and 5(c) of the Securities Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations in the Order are true and, if so, whether Lorsin, Lockhart, Hjalmarson, Russell Management, Siembida, Engel, MicroCap Marketing, and Nelson should be ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act, and whether they should be ordered to disgorge the proceeds of their conduct. (Rel. 33-8311, File No. 3-11313 - Energy & Engine Technology Corporation and ProActive Computer Services; Rel. 33-8309, File No. 3-11311 - Research Capital, LLC, Carl L. Smith, III, Richard Craig Hall, IR Specialists, Inc. and Wayne H. Jenkins; File No. 3-11310 - Lorsin, Inc., Loretta M. Lockhart, Craig K. Hjalmarson, Russell Management, Inc., George R. Siembida, Harold Engel, Jr., MicroCap Marketing, Inc. and Shane M. Nelson; File No. 3-11309 - OTC Live, Inc. and Mark A. Suleymanov; Rel. 33-8306, File No. 3-11308 - EquityAlert.com, Inc., Innotech Corporation, Bhupinder S. Mann, Harmel S. Rayat, T & G2, Inc. and Virilitec Industries, Inc.; Rel. 33-8310, File No. 3-11312 - First Capital International, Inc., Alexander Genin and Edwin M. Koziol; Rel. 33-8305; File No. 3-11307 - SmallCap Solutions, Inc., Complete Financial And Operations, LLC, Tyler T. Fleming, Research Investment Group, Inc., and Scott H. Wilding. SEC PERMANENTLY SUSPENDS FORMER SENIOR EXECUTIVE OF SOLUCORP INDUSTRIES LTD. FROM APPEARING OR PRACTICING BEFORE THE COMMISSION AS AN ACCOUNTANT On October 23, the Commission issued a settled administrative order pursuant to Rule 102(e) of its Rules of Practice that permanently suspends Victor Herman, CPA, from appearing or practicing before the Commission as an accountant. The Order is based on the findings of the U.S. District Court for the Southern District of New York in an opinion and order entered in a related civil action on July 28, 2003, that Herman violated the antifraud, books-and-records and internal control provisions of the federal securities laws. Herman committed these violations in his capacity as chief financial officer of the principal operating subsidiaries of Solucorp Industries Ltd., an environmental remediation firm based in New York, and as the preparer of Solucorp's consolidated financial statements. Specifically, the Court found that Herman had violated Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934, and Rules 10b-5 and 13b2-1 thereunder, by making materially false and misleading statements in 1996 regulatory filings regarding a purported $50 million contract issued to Solucorp, and materially overstating revenues in filings with the Commission in 1997 and 1998 by improperly recognizing revenue based on a backdated licensing agreement. See Lit. Rel. 18306 (Aug. 25, 2003). Herman consented to the entry of the administrative order. (Rel. 34-48682; AAE Rel. 1906; File No. 3-11314) COMMISSION IMPOSES PENNY STOCK BAR ON ROBERT WEEKS AND IMPOSES ADDITIONAL SANCTIONS FOR VIOLATIONS OF REGISTRATION, ANTIFRAUD, AND RECORDKEEPING AND REPORTING PROVISIONS The Commission has imposed sanctions on Robert G. Weeks for violation of the securities registration, antifraud, and reporting and recordkeeping provisions of the federal securities laws. The Commission found that Robert Weeks, acting with others, controlled the operations of Dynamic American Corporation (DACO), a mining concern and used it to issue millions of shares of unregistered stock to offshore entities Robert Weeks and his associates controlled. The shares were then sold back into the United States market and Robert Weeks and his associates shared the proceeds. Robert Weeks supported this stock parking scheme with an essentially fraudulent marketing campaign aimed at the United States market. In addition, Robert Weeks caused DACO to file untimely, false, and misleading reports with the Commission. The Commission found that it is in the public interest to order Robert Weeks to cease and desist from committing or causing any violations or future violations of the provisions the Commission found him to have violated and ordered Robert Weeks to disgorge $171,500 plus prejudgment interest, as well as an additional $16,294 jointly and severally with one of his associates. The Commission also ordered Robert Weeks to pay a civil money penalty of $200,000. In addition, the Commission barred Robert Weeks from participating in any offering of penny stock. (Rels. 33-8313; 34-48684; File No. 3-9952) SEC CHARGES FORMER TOP WASTE MANAGEMENT, INC. OFFICERS, RODNEY PROTO, EARL DEFRATES, AND BRUCE SNYDER, JR., WITH FRAUD; PROTO AND DEFRATES CONSENT TO ANTIFRAUD INJUNCTION, OFFICER AND DIRECTOR BARS AND TO PAY $4.2 MILLION FOR INSIDER TRADING AND FOR MAKING MATERIALLY FALSE OR MISLEADING STATEMENTS On October 22, the Commission filed a settled civil injunctive action in the U.S. District Court for the Southern District of Texas against two former Waste Management, Inc. (WMI) officers, Rodney R. Proto (Proto) and Earl E. DeFrates (DeFrates). The Commission's complaint charges Proto and DeFrates with insider trading in WMI stock, and with making public statements to Wall Street analysts, investment bankers, and investors, while employed by the company in May and June 1999, which they knew, or were reckless in not knowing, were materially false or misleading. At the time of their actions, Proto was WMI's President, Chief Operating Officer, and a member of the WMI Board of Directors, and DeFrates was WMI's Chief Financial Officer. The Commission also filed a separate civil injunctive action in the U.S. District Court for the Southern District of Texas against WMI's former Chief Accounting Officer, Bruce E. Snyder, Jr. (Snyder). The Commission's complaint against Snyder, which is not settled, charges him with insider trading in WMI stock and preparing, reviewing, and signing a materially false or misleading Form 10-Q that WMI filed with the Commission for the first quarter of its fiscal year ended December 31, 1999. Proto and DeFrates, without admitting or denying the allegations in the Commission's Complaint, each consented to an order permanently enjoining him from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rule 10b-5. In addition, Proto and DeFrates consented to an order barring each of them, respectively, from serving as an officer or director of a public company for a period of five years. Proto has consented to pay a total of $3,721,177. This amount represents: (1) $1,503,670 in disgorgement of his illegal insider trading losses avoided, plus prejudgment interest of $513,837; (2) a civil penalty equal to his illegal insider trading losses avoided of $1,503,670; and (3) a $200,000 civil penalty for making materially false or misleading statements regarding WMI's first quarter 1999 earnings and WMI's ability to meet its previously announced second quarter 1999 earnings guidance. DeFrates has consented to pay a total of $482,779. This amount represents: (1) $121,217 in disgorgement of his illegal insider trading losses avoided, plus prejudgment interest of $40,345; (2) a civil penalty equal to his losses avoided of $121,217; and (3) a $200,000 civil penalty for making materially false or misleading statements regarding WMI's first quarter 1999 earnings and WMI's ability to meet its previously announced second quarter 1999 earnings guidance. The Commission's complaint against Snyder seeks an order enjoining him from further violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5, and from aiding and abetting violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20 and 13a-13. The Commission also seeks an order barring him from serving as an officer or director of a public company. The Commission's complaint further seeks disgorgement of Snyder's illegal insider trading losses avoided, plus prejudgment interest, and civil penalties for insider trading and for the fraudulent financial reporting. [SEC v. Rodney R. Proto and Earl E. DeFrates, Civil Action No. 03CV4659, Kenneth Hoyt, USDC SDTX] and [SEC v. Bruce E. Snyder, Jr., Civil Action No. 03CV4658, Ewing Werlein, Jr., USDC SDTX] (LR-18422; AAE Rel. 1904) INVESTMENT COMPANY ACT RELEASES ORDERS OF DEREGISTRATION UNDER THE INVESTMENT COMPANY ACT Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: Credit Suisse Municipal Bond Fund, Inc. [File No. 811-8923] (Rel. IC-26210- October 22, 2003) Prudential International Bond Fund, Inc. [File No. 811-5123] (Rel. IC-26211- October 22, 2003) Morgan Stanley Africa Investment Fund, Inc. [File No. 811-8218] (Rel. IC-26212- October 22, 2003) Mercury Global Holdings, Inc. [File No. 811-4351] (Rel. IC-26213-October 22, 2003) Camelot Funds [File No. 811-3139] (Rel. IC-26214- October 22, 2003) Prudential Intermediate Global Income Fund, Inc. [File No. 811-5510] (Rel. IC-26215- October 22, 2003) Prudential Global Limited Maturity Fund, Inc. [File No. 811-6048] (Rel. IC-26216- October 22, 2003) Prudential Balanced Fund [File No. 811-5055] (Rel. IC-26217- October 22, 2003) GENERAL AMERICAN CAPITAL COMPANY An order has been issued under Section 8(f) of the Investment Company Act declaring that General American Capital Company has ceased to be an investment company. (Rel. IC-26228 - October 22) MERRILL LYNCH LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until Nov. 12, 2003, to request a hearing on an Application filed by Merrill Lynch Life Insurance Company (MLLIC), et al. Applicants seek an order under Section 26(c) of the Investment Company Act to permit certain registered unit investment trusts to substitute shares of certain portfolios of the MLIG Trust (the Replacement Portfolios) for shares of certain portfolios of the AllianceBernstein Variable Products Series Fund, Inc. (AllianceBernstein Fund), the Delaware VIP Trust (Delaware Trust), and the MFS Variable Insurance Trust (MFS Trust) currently held by those unit investment trusts. Applicants also request an order of the Commission pursuant to Section 17(b) of the Act exempting them from Section 17(a) of the Act to the extent necessary to permit MLLIC and ML Life Insurance Company of New York to carry out substitutions by redeeming shares issued by AllianceBernstein Fund, Delaware Trust, and MFS Trust in-kind and using the proceeds to purchase shares issued by MLIG Trust. (Rel. IC-26229 - October 22) SELF-REGULATORY ORGANIZATIONS ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change (SR-PCX-2003-41), and Amendment No. 1 thereto, submitted by the Pacific Exchange relating to fixed income ETFs. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48662) The Commission granted accelerated approval to a proposed rule change (SR-NASD-2003-155) submitted by the National Association of Securities Dealers relating to the Listing and Trading of Accelerated Return Notes Linked to the S&P 500 Index. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48677) PROPOSED RULE CHANGES The New York Stock Exchange filed a proposed rule change (SR-NYSE-2002- 40) to establish two new "crossing sessions" in the Exchange's Off-Hours Trading Facility. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48659) The Boston Stock Exchange filed a proposed rule change (SR-BSE-2003-07) to amend its listed securities requirements relating to the mandatory establishment of independent audit committees for all listed issuers. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48668) The National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc., has filed a proposed rule change (SR-NASD- 2003-135), and Amendment No. 1 thereto, to aggregate odd-lots for display in SuperMontage under certain circumstances. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48671) The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2003-07), and Amendment No. 1 thereto, to allow certain ratio orders to be executed through the CBOE. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48672) The National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc., has filed a proposed rule change (SR-NASD- 2003-143), and Amendment Nos. 1 and 2 thereto, to establish an "Auto-Ex" order in Nasdaq's SuperMontage System. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48675) The National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc., filed a proposed rule change (SR-NASD- 2003-149) relating to SuperMontage and ITS Securities. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48674) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-PCX-2003-53) filed by the Pacific Exchange to exempt ETP Holders and Sponsoring ETP holders from the administrative late charges related to transaction fees by the Archipelago Exchange has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48664) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-GSCC-2002-04) filed by the Government Securities Clearing Corporation that allows GSCC to institute informal hearing procedures for fine disputes. Publication of the proposal is expected in the Federal Register during the week of October 27. (Rel. 34-48678) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . SB-2 LAM PHARMACEUTICAL CORP, 800 SHEPPARD AVENUE WEST, TORONTO, A6, 00000, 4166333004 - 0 ($2,094,982.00) Equity, (File 333-109868 - Oct. 22) (BR. 01) S-8 CENTEX CORP, 2728 N HARWOOD, -, DALLAS, TX, 75201, 214-981-5000 - 0 ($22,277,500.00) Equity, (File 333-109869 - Oct. 22) (BR. 06) S-8 SOUTHBORROUGH VENTURES INC, 1250 SATURNA DRIVE, PARKSVILLE, A1, 00000, 8,000,000 ($1,540,000.00) Equity, (File 333-109870 - Oct. 22) (BR. 36) S-3 ENERGY PARTNERS LTD, 201 ST CHARLES AVENUE, NEW ORLEANS, LA, 70170, 5045691875 - 4,544,572 ($54,671,201.00) Equity, (File 333-109871 - Oct. 22) (BR. 04) S-3 DENDREON CORP, 3005 FIRST AVENUE, SEATTLE, WA, 98121, 206254545 - 363,265 ($3,169,487.00) Equity, (File 333-109872 - Oct. 22) (BR. 01) S-3 DENDREON CORP, 3005 FIRST AVENUE, SEATTLE, WA, 98121, 206254545 - 0 ($125,000,000.00) Equity, (File 333-109873 - Oct. 22) (BR. 01) S-8 RETALIX LTD, 33 BEN GURION STREET, HERZILA 46100 ISRAEL, L3, 00000, 800,000 ($14,086,728.30) Equity, (File 333-109874 - Oct. 22) (BR. 03) S-8 MEDAMICUS INC, 15301 HGHWY 55 W, PLYMOUTH, MN, 55447, 7635592613 - 0 ($5,670,000.00) Equity, (File 333-109875 - Oct. 22) (BR. 36) F-3 WORLD HEART CORP, 1 LASER STREET, OTTAWA, ONTARIO CANADA, A6, K2E 7V1, 6132374278 - 81,781,451 ($89,959,596.10) Equity, (File 333-109876 - Oct. 22) (BR. 36) S-8 ICN PHARMACEUTICALS INC, 3300 HYLAND AVE, COSTA MESA, CA, 92626, 7145450100 - 0 ($112,700,000.00) Equity, (File 333-109877 - Oct. 22) (BR. 01) S-8 PSB HOLDINGS INC /WI/, 1905 WEST STEWART AVE, WAUSAU, WI, 54401, 7158422191 - 25,000 ($837,500.00) Equity, (File 333-109878 - Oct. 22) (BR. 07) S-8 ICN PHARMACEUTICALS INC, 3300 HYLAND AVE, COSTA MESA, CA, 92626, 7145450100 - 0 ($123,110,000.00) Equity, (File 333-109879 - Oct. 22) (BR. 01) S-3 HOST AMERICA CORP, 2 BROADWAY, HAMDEN, CT, 06518, 2032484100 - 450,412 ($3,441,147.68) Equity, (File 333-109880 - Oct. 22) (BR. 02) S-4 PUMATECH INC, 2550 N FIRST ST, STE 500, SAN JOSE, CA, 95131, 4083217650 - 0 ($33,569,782.00) Equity, (File 333-109881 - Oct. 22) (BR. 03) S-8 VERMONT PURE HOLDINGS LTD/DE, RT 66 P O BOX C, CAAMOUNT INDUSTRIAL PARK, RANDOLPH, VT, 05060, 8027283600 - 0 ($1,765,000.00) Equity, (File 333-109882 - Oct. 22) (BR. 04) S-8 YOCREAM INTERNATIONAL INC, 5858 NE 87TH AVE, 5858 NE 87TH AVE, PORTLAND, OR, 97220, 5032563754 - 200,000 ($1,080,000.00) Equity, (File 333-109883 - Oct. 22) (BR. 04) S-3 MENTOR GRAPHICS CORP, 8005 SW BOECKMAN RD, WILSONVILLE, OR, 97070-7777, 5036857000 - 0 ($110,000,000.00) Debt Convertible into Equity, (File 333-109885 - Oct. 22) (BR. 03) S-8 SAFETY COMPONENTS INTERNATIONAL INC, 29 STEVENS STREET, GREENVILLE, SC, 29605, 2015920008 - 0 ($13,050,000.00) Equity, (File 333-109886 - Oct. 22) (BR. 05) S-3 PRO PHARMACEUTICALS INC, 189 WELLS ST, STE 200, NEWTON, MA, 02459, 6175590033 - 2,037,593 ($9,046,912.92) Equity, (File 333-109887 - Oct. 22) (BR. 01) S-3 AQUACELL TECHNOLOGIES INC, 10410 TRADEMARK ST, RANCHO CUCAMONGA, CA, 91730, 9099870456 - 8,867,006 ($22,634,040.00) Equity, (File 333-109888 - Oct. 22) (BR. 06) S-8 LANDEC CORP \CA\, 3603 HAVEN AVE, MENLO PARK, CA, 94025, 6503061650 - 0 ($1,884,000.00) Equity, (File 333-109889 - Oct. 22) (BR. 06) S-8 ECOLAB INC, ECOLAB CTR, 370 WABASHA ST NORTH, ST PAUL, MN, 55102, 6512932233 - 0 ($108,980,000.00) Equity, (File 333-109890 - Oct. 22) (BR. 02) S-8 ECOLAB INC, ECOLAB CTR, 370 WABASHA ST NORTH, ST PAUL, MN, 55102, 6512932233 - 0 ($27,245,000.00) Equity, (File 333-109891 - Oct. 22) (BR. 02) S-3 G&K SERVICES INC, 6129125500 - 0 ($200,000,000.00) Other, (File 333-109892 - Oct. 22) (BR. 08) S-8 PRO PHARMACEUTICALS INC, 189 WELLS ST, STE 200, NEWTON, MA, 02459, 6175590033 - 3,000,000 ($12,258,850.00) Equity, (File 333-109893 - Oct. 22) (BR. 01) S-8 RIVERVIEW BANCORP INC, 900 WASHINGTON STREET, SUITE 900, VANCOUVER, WA, 98660, 360-693-6650 - 229,277 ($4,603,882.16) Equity, (File 333-109894 - Oct. 22) (BR. 07) S-8 F5 NETWORKS INC, 401 ELLIOT AVE WEST, STE 500, SEATTLE, WA, 98119, 2062725555 - 250,000 ($4,352,500.00) Equity, (File 333-109895 - Oct. 22) (BR. 03) S-3 YELLOW CORP, ATTN: FINANCIAL REPORTING MANAGER - A415, 10990 ROE AVENUE, OVERLAND PARK, KS, 66211, 9136966100 - 0 ($250,000,000.00) Debt Convertible into Equity, (File 333-109896 - Oct. 22) (BR. 05) S-3 VERTICALNET INC, 400 CHESTER FIELD PARKWAY, MALVERN, PA, 19355, 2153286100 - 0 ($5,106,000.00) Equity, (File 333-109897 - Oct. 22) (BR. 02) S-11 BOSTON CAPITAL TAX CREDIT FUND V LP, ONE BOSTON PL., SUITE 2100, BOSTON, MA, 02108, 6176248900 - 0 ($70,000,000.00) Other, (File 333-109898 - Oct. 22) (BR. ) S-8 AMERICAN HOME MORTGAGE HOLDINGS INC, 12 EAST 49TH STREET, NEW YORK, NY, 10017, 2127558600 - 750,000 ($14,268,750.00) Equity, (File 333-109899 - Oct. 22) (BR. 07) S-3 PRIMUS TELECOMMUNICATIONS GROUP INC, 1700 OLD MEADOW ROAD, STE 300, MCLEAN, VA, 22102, 7039022800 - 0 ($132,000,000.00) Debt Convertible into Equity, (File 333-109902 - Oct. 22) (BR. 37) SB-2 DP & D INC, 4251 EAST MELODY DR., HIGLEY, AZ, 85236, 2,000,000 ($100,000.00) Equity, (File 333-109903 - Oct. 22) (BR. ) S-8 ANACOMP INC, 15378 AVENUE OF SCIENCE, SAN DIEGO, CA, 92128, 8587163400 - 50,000 ($1,112,500.00) Equity, (File 333-109905 - Oct. 22) (BR. 36) S-3 PEABODY ENERGY CORP, 701 MARKET ST, ST LOUIS, MO, 63101-1826, 3143423400 - 0 ($1,595,182,222.00) Other, (File 333-109906 - Oct. 22) (BR. 04) S-11 EISENHOWER REAL ESTATE FUNDS CORPORATE & GOVENMENT PROPERTIE, 0 ($550,000,000.00) Equity, (File 333-109907 - Oct. 22) (BR. ) SB-2 ETERNAL TECHNOLOGIES GROUP INC, 200 SOUTH KNOWLES AVE, WINTER PARK, FL, 32790, 4076222040 - 2,798,863 ($3,134,726.56) Equity, (File 333-109908 - Oct. 22) (BR. 03) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 1ST CENTENNIAL BANCORP CA X X 10/22/03 20/20 NETWORKS INC NV X X X 10/17/03 3D SYSTEMS CORP DE X X 09/29/03 ABERCROMBIE & FITCH CO /DE/ DE X 10/20/03 ACTEL CORP CA X 10/22/03 ACXIOM CORP DE X X X 09/30/03 ADEPT TECHNOLOGY INC CA X X X 10/22/03 ADOLOR CORP X X 10/22/03 AFFILIATED MANAGERS GROUP INC DE X X 10/22/03 AFFYMETRIX INC DE X X 10/22/03 AFLAC INC GA X X 10/22/03 AFLAC INC GA X X 10/22/03 AGCO CORP /DE DE X X 10/22/03 ALCAN INC A6 X X 10/22/03 ALLEGHENY TECHNOLOGIES INC DE X 10/22/03 ALLEGIANT BANCORP INC/MO/ MO X 10/21/03 ALLERGAN INC DE X X 10/22/03 ALLIANCE FIBER OPTIC PRODUCTS INC CA X 10/22/03 ALLSCRIPTS HEALTHCARE SOLUTIONS INC DE X X 08/08/03 AMEND AMERICA SERVICE GROUP INC /DE DE X X 10/20/03 AMERICAN AIRLINES INC DE X 10/22/03 AMERICAN COMMUNITY BANCSHARES INC NC X 10/21/03 AMERICAN HONDA REC CORP HONDA AUTO RE CA X X 09/30/03 AMERICAN HONDA RECEIVABLES CORP AUTO CA X X 09/30/03 AMERICAN MEDICAL SYSTEMS HOLDINGS INC DE X X 10/22/03 AMERICAN NATIONAL BANKSHARES INC VA X 09/30/03 AMERICAN NATURAL ENERGY CORP OK X 10/21/03 AMERICAN SCIENCE & ENGINEERING INC MA X X 10/21/03 AMERICAN SHARED HOSPITAL SERVICES CA X X 10/22/03 AMERIQUEST MORTGAGE SECURITIES INC DE X X 10/08/03 AMPCO PITTSBURGH CORP PA X 09/30/03 AMPHENOL CORP /DE/ DE X X 10/15/03 AMR CORP DE X 10/22/03 ANALYSTS INTERNATIONAL CORP MN X 10/22/03 ANHEUSER BUSCH COMPANIES INC DE X 10/22/03 APPLERA CORP DE X X X 10/22/03 APPLIED FILMS CORP CO X X 10/22/03 APRIA HEALTHCARE GROUP INC DE X X 10/22/03 AQUANTIVE INC WA X X 10/22/03 ARCH COAL INC DE X X X 09/30/03 ARENA PHARMACEUTICALS INC DE X X 10/22/03 ARGENT SECURITIES INC X X 10/22/03 ARIBA INC DE X X 10/22/03 ARMANINO FOODS OF DISTINCTION INC /CO CO X X 10/21/03 ARTHROCARE CORP DE X X 10/22/03 ASIAINFO HOLDINGS INC DE X 10/22/03 ASK JEEVES INC DE X X 10/22/03 ASSOCIATED BANC-CORP WI X 10/22/03 ASV INC /MN/ MN X X X 10/22/03 AT&T WIRELESS SERVICES INC DE X X X 10/22/03 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 10/22/03 ATS MEDICAL INC MN X X 10/22/03 AUGUST TECHNOLOGY CORP MN X X 10/22/03 AVALONBAY COMMUNITIES INC MD X 10/22/03 AVANT IMMUNOTHERAPEUTICS INC DE X X 10/22/03 AVICI SYSTEMS INC DE X 10/22/03 AXT INC DE X X 10/22/03 AZTAR CORP DE X X 10/22/03 BACK YARD BURGERS INC DE X X X 10/21/03 BACKWEB TECHNOLOGIES LTD X X X 10/22/03 BANK HOLDINGS NV X X 10/17/03 BANK OF NEW YORK CO INC NY X X X 09/30/03 BANK ONE AUTO SECURITIZATION TRUST 20 DE X 10/22/03 BANK ONE CORP DE X 09/30/03 BANKATLANTIC BANCORP INC FL X 10/21/03 BARD C R INC /NJ/ NJ X 10/22/03 BARRA INC /CA DE X X 10/22/03 BAY NATIONAL CORP X X 10/22/03 BAYVIEW FINANCIAL CORP MORTGAGE PASS DE X 10/08/03 BE AEROSPACE INC DE X X X X 10/22/03 BEEPER PLUS INC NV X 10/21/03 BELLSOUTH CORP GA X 10/22/03 BELO CORP DE X X 10/22/03 BINDVIEW DEVELOPMENT CORP TX X X 10/13/03 BIOSITE INC DE X X 10/22/03 BLACK & DECKER CORP MD X X 10/22/03 BLAIR CORP DE X X 09/30/03 BLUEGREEN CORP MA X 10/21/03 BLYTH INC DE X X 10/22/03 BOLT TECHNOLOGY CORP CT X X 10/22/03 BOSTON PROPERTIES INC DE X X 10/21/03 BOSTON PROPERTIES LTD PARTNERSHIP X X 10/21/03 BRITTON & KOONTZ CAPITAL CORP MS X X 10/22/03 BROADVISION INC DE X 10/22/03 BROWN BENCHMARK PROPERTIES LIMITED PA DE X 10/10/03 BRUKER BIOSCIENCES CORP DE X X 10/20/03 BUILDING MATERIALS CORP OF AMERICA DE X 10/22/03 BURLINGTON RESOURCES INC DE X 10/22/03 CALIFORNIA FIRST NATIONAL BANCORP CA X 10/22/03 CALPINE CORP DE X 10/21/03 CAMBREX CORP DE X X 10/17/03 CAPITAL ONE FINANCIAL CORP DE X X X X 10/22/03 CAPITAL ONE FINANCIAL CORP DE X 10/22/03 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 10/20/03 CAPTARIS INC WA X X 09/29/03 CAPTARIS INC WA X 09/15/03 AMEND CARACO PHARMACEUTICAL LABORATORIES LT MI X X 10/15/03 CARDINAL FINANCIAL CORP VA X 10/16/03 CAREER EDUCATION CORP DE X 10/21/03 CARMINA TECHNOLOGIES INC UT X 10/22/03 CAVCO INDUSTRIES INC DE X X 10/22/03 CCC INFORMATION SERVICES GROUP INC DE X X 10/22/03 CDI CORP PA X 10/22/03 CDW CORP IL X X 10/22/03 CENTER FINANCIAL CORP CA X X 10/21/03 CENTEX CORP NV X X 10/21/03 CENTRAL COAST BANCORP CA X X 09/30/03 CENTRAL VALLEY COMMUNITY BANCORP CA X X 10/08/03 CENTURY ALUMINUM CO DE X X 10/21/03 CH ENERGY GROUP INC NY X X 10/21/03 CHAMPION ENTERPRISES INC MI X X X 10/22/03 CHARLES & COLVARD LTD NC X 10/21/03 CHART INDUSTRIES INC DE X X 10/22/03 CHESTER VALLEY BANCORP INC PA X X 10/22/03 CHICAGO MERCANTILE EXCHANGE HOLDINGS DE X 10/21/03 CHOICE HOTELS INTERNATIONAL INC /DE DE X X 10/22/03 CHOLESTECH CORPORATION CA X X 10/22/03 CHURCHILL DOWNS INC KY X 09/30/03 CIRCUIT CITY STORES INC VA X 10/22/03 CIRRUS LOGIC INC DE X X 10/22/03 CITICORP DE X 10/21/03 CITIZENS SOUTH BANKING CORP DE X X 10/20/03 CITRIX SYSTEMS INC DE X 10/22/03 CLASSIC BANCSHARES INC DE X X 10/22/03 CLASSICA GROUP INC NY X X 10/21/03 COAST BANCORP/CA X X 10/20/03 COLLEGE LOAN CORP CA X X 10/09/03 COMMONWEALTH BANKSHARES INC VA X X 10/22/03 COMPETITIVE TECHNOLOGIES INC DE X X 10/17/03 COMPUTER ASSOCIATES INTERNATIONAL INC DE X X 10/22/03 COMPUTER PROGRAMS & SYSTEMS INC DE X X 10/22/03 CONE MILLS CORP NC X X X 10/22/03 CONSOLIDATED GRAPHICS INC /TX/ TX X X 10/22/03 CONSOLIDATED GRAPHICS INC /TX/ TX X X 10/22/03 CONSPIRACY ENTERTAINMENT HOLDINGS INC UT X X X 10/07/03 CONVERGYS CORP OH X X 10/21/03 CONVERGYS CORP OH X 10/22/03 CORILLIAN CORP OR X X 10/22/03 CORNING INC /NY NY X 09/30/03 CORRECTIONAL PROPERTIES TRUST MD X X 10/22/03 COVAD COMMUNICATIONS GROUP INC DE X X 10/22/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/22/03 CROSS A T CO RI X 10/04/03 CULLEN FROST BANKERS INC TX X 10/22/03 CVB FINANCIAL CORP CA X 10/21/03 CWMBS INC DE X X 09/30/03 CYTYC CORP DE X X 10/22/03 D & K HEALTHCARE RESOURCES INC DE X X X 10/22/03 DATASTREAM SYSTEMS INC DE X X X 10/22/03 DCB FINANCIAL CORP OH X X 10/22/03 DECKERS OUTDOOR CORP DE X X 10/22/03 DEVRY INC DE X 10/21/03 DIAL CORP /NEW/ DE X X 10/22/03 DIEBOLD INC OH X X 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